8-K
Wellgistics Health, Inc. (WGRX)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 20, 2025
WELLGISTICS
HEALTH, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-42530 | 93-3264234 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (I.R.S.<br> Employer<br><br> <br>Identification<br> No.) |
3000Bayport Drive
Suite950
Tampa,FL 33607
(Address of principal executive officers) (Zip Code)
(844)203-6092
(Registrant’s telephone number, including area code)
Notapplicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.0001 per share | WGRX | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operationsand Financial Condition.
To the extent required, the information set forth under Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.
The information furnished under this Item 2.02, including the referenced exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by reference to such filing.
Item7.01. Regulation FD Disclosure.
On August 20, 2025, the Company issued a press release announcing the Company’s financial results for the second fiscal quarter ended June 30, 2025. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section 18. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act regardless of any general incorporation language in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release by Wellgistics Health, Inc., dated August 20, 2025. |
| 104 | Cover<br> Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Wellgistics Health, Inc. | ||
|---|---|---|
| Dated:<br> August 22, 2025 | By: | /s/ Mark DiSiena |
| Mark<br> DiSiena | ||
| Chief<br> Financial Officer |
Exhibit99.1
WellgisticsHealth Achieves Stability in First-Half 2025 and Executes Growth Initiatives
TAMPA,FLORIDA / ACCESS Newswire / August 20, 2025 / Wellgistics Health, Inc. (NASDAQ:WGRX) (“Wellgistics Health” or the “Company”), a leader in next-generation pharmaceutical distribution, digital prescription routing, and AI-powered hub fulfillment, today announced financial results for the second fiscal quarter ended June 30, 2025.
FinancialResults
Revenue on a pro forma basis, which reflects results as if Wellgistics’ distribution operations had been part of the Company for the full comparable periods, was $18.65 million in the first half of 2025 compared to $18.25 million in the first half of 2024.
“This quarter marks an inflection point where disciplined execution and balance sheet improvements begin to align with our long-term growth strategy, setting the stage for results that extend far beyond today’s numbers,” said Mark DiSiena, Chief Financial Officer. “We are reshaping the company into a more resilient, technology-driven, and innovative organization.”
TransformationalProgress Since IPO
Since completing its initial public offering in February 2025, Wellgistics Health has executed a disciplined operational approach anchored around three core initiatives:
Operational Integration
| ● | Consolidated<br> Wellgistics LLC and Wood Sage LLC into a single, performance-driven platform. |
|---|---|
| ● | Reduced<br> SG&A and streamlined staffing to drive operational efficiency. |
| ● | Upgraded<br> ERP system to create real-time visibility, tighter controls, and scalable infrastructure to support rapid growth. |
Governance & Balance Sheet
| ● | Appointed<br> UHY LLP, a PCAOB-registered top 20 global audit network, which successfully completed its review of Q2 financial statements. |
|---|---|
| ● | Advanced<br> SOC 2 certification, underscoring commitment to operational excellence. |
| ● | Consolidated<br> and converted $10.1 million of debt into common stock equity (including $8.6 million after June 30), materially improving balance<br> sheet flexibility. |
Growth
| ● | Advanced<br> AI-driven prescription routing and filtering technology. |
|---|---|
| ● | Further<br> developed the C-Suite and management team with best-in-class leadership. |
| ● | Expanded<br> manufacturer and pharmacy partnerships, strengthening national reach. |
Positionedfor Direct-to-Patient Leadership
Leveraging its network of more than 6,500 independent pharmacies and 200 manufacturers, Wellgistics Health is scaling manufacturer-to-patient (DTP) programs in therapeutic areas such as diabetes, weight loss, chronic pain, sleep disorders, and men’s and women’s health. As policymakers and payors intensify efforts to drive affordability, the DTP model is gaining traction as a faster, smarter, and more transparent channel.
CEOCommentary
“Wellgistics Health is positioned to expand access through direct-to-patient delivery models,” said Brian Norton, Chief Executive Officer. “We’ve built the infrastructure, strengthened the balance sheet, and continue to expand our national network of pharmacies and manufacturers. Our focus now is closing strategic funding to accelerate growth as we deliver a faster, smarter, and more direct path to patients while keeping community pharmacies at the center of care.”
Seeour current 10-Q filing : [click here]
AboutWellgistics Health
Wellgistics Health delivers medications from manufacturer to patient-faster, smarter, and more affordably. Its integrated platform connects more than 6,500 independent pharmacies and 200 U.S. manufacturers, offering wholesale distribution, digital prescription routing, and AI-driven hub services such as eligibility, adherence, onboarding, prior authorization, and cash-pay fulfillment. As a PBM-agnostic alternative, Wellgistics Health provides compliant, end-to-end solutions designed to restore access, transparency, and trust in U.S. healthcare.
Forward-LookingStatements
This press release may contain forward-looking statements. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When Wellgistics Health uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, statements regarding Wellgistics Health’s strategy and descriptions of its future operations, prospects, and plans. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from Wellgistics Health’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, market conditions and other risks detailed in our reports and statements filed with the SEC. Investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in Wellgistics Health’s filings with the SEC, available at www.sec.gov.
Media Contact: media@wellgisticshealth.com
Investor Relations: investors@wellgisticshealth.com
Investor Relations Contact:
Skyline Corporate Communications Group, LLC
Scott Powell, President
1177 Avenue of the Americas, 5th Floor
New York, NY 10036
Office: (646) 893-5835
Email: info@skylineccg.com
**SOURCE:**Wellgistics Health, Inc.